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General Terms and Conditions of Sale and Delivery of the company Asutec GmbH

§ 1
General – No Verbal Supplementary Agreements – Scope of Application
1.1
With regard to our deliveries and services (hereinafter “Delivery” or “Deliveries”) our following General Terms and Conditions of Sale
and Delivery (hereinafter “Terms and Conditions”) shall apply exclusively. We do not accept any terms and conditions contrary hereto
or deviating herefrom, or relating to matters which are not regulated in these Terms and Conditions unless we have expressly agreed
to their application in writing. Our Terms and Conditions shall also apply if we effect the Delivery without reservation in full
awareness of such contrary or deviating terms and conditions or relating to matters not laid down herein, or, if the customer refers
in its request for quotation, in its offer or otherwise in connection with the performance of contract to the application of its terms
and conditions (particularly purchasing conditions).
1.2
All agreements which are made between us and the customer for the purpose of performing a contract are laid down in written
form in the contract. Our sales staff is not entitled to enter into verbal supplementary agreements.
1.3
Our Terms and Conditions shall only apply to an entrepreneur as defined in § 14 BGB (German Civil Code).
§ 2
Offer – Offer Documents – Acceptance of Orders – Export Barriers
2.1
Unless otherwise expressly agreed upon, our offers and quotations for supplies, services or prices are non-binding.
2.2
Unless otherwise expressly agreed upon, illustrations, drawings, calculations and any other documents relating to products,
applications or projects which contain valuable know-how shall remain our property and shall be subject to our copyright even if we
place them at the customer’s disposal. Without our express prior written consent, they may be neither reproduced nor made
accessible to third parties.
2.3
Orders shall only become binding for us if we have confirmed it in writing or tacitly accepted it by performance of the Delivery or
issuance of an invoice.
2.4
If the order of a customer is to be specified as an offer in the meaning of § 145 BGB (German Civil Code) we are entitled to accept
such order within two weeks.
2.5
All our contracts with customers are under the condition precedent that the necessary export licenses will be granted resp. there
are not conflicting any obstacles due to our position as exporter/transferor resp. there are not conflicting any export- or transfer
regulations which must be observed by our suppliers.
§ 3
Prices – Payment Terms – Offset – Securities– Assignment
3.1
Unless otherwise expressly agreed upon, our prices are for delivery “ex works” (Incoterms in the currently valid version, currently
Incoterms 2020). We will additionally charge costs for packaging, transportation and insurance unless otherwise expressly agreed
upon.
3.2
The statutory VAT is not included in our prices; it will be shown separately in the invoice at the statutory rate applicable at the invoice
date.
3.3
Deduction of discount requires special written agreement.
3.4
The statutory provision regarding delay with payments are applicable.
3.5
The customer is only permitted to offset against our claims if its counterclaims have been confirmed by final court judgement, are
uncontested or acknowledged by us. Furthermore, the customer may exercise a right for retention only if its counterclaim is based
on the same contractual relationship.
3.6
If there are actual facts that the financial situation of the customer deteriorates after conclusion of the contract or if we become
aware of other facts after conclusion of the contract resp. other facts are given after conclusion of the contract which justify the
presumption that our claim against the customer is jeopardized by the inability to perform by you, we may demand corresponding
adequate securities for our Deliveries and/or revoke any payment terms granted, even for other obligations. If the Customer does
not present the adequate securities requested by us within a reasonable time, we may withdraw from the contract. Already existing
claims from Deliveries provided or due to default remain unaffected as well as our rights resulting from § 321 BGB (German Civil
Code).
3.7
The assignment of claims from this contractual relationship is permitted only with our prior written consent. There exists no claim
for granting of such approval. § 354a HGB (German Commercial Code) remains unaffected
§ 4
Time of Delivery – Delivery Periods – Partial Deliveries– Operating License
4.1
The delivery period and the period for service does not commence until all details and technical questions are clarified and both
parties have agreed on all the conditions of the contract. The prerequisites for adherence to delivery periods and to periods for
service are particularly:
all documents which are to be provided by the customer have reached us on time;
•
all approvals and releases which are to be provided by the customer have been issued on time;
•
the contractual obligations of the customer, particularly payment obligations, have been met in full an on time.
•
4.2
Unless otherwise expressly agreed upon, the agreed dates for Deliveries are basically not fixed deadlines (§ 323 Para. 2 No. 2 BGB
[German Civil Code], § 376 HGB [German Commercial Code]).
4.3
Unless otherwise expressly agreed upon, the delivery period is considered to have been met if the operational shipment has left our
plant within the agreed delivery period.
4.4
The delivery periods and periods for service shall be reasonably extended if
the failure to comply with the delivery or service period is due to force majeure, i.e. an unforeseen event on which we have no
•
influence and which we are not responsible for (e.g. official actions and orders, wars, revolutions, embargos, pandemic events,
epidemic events, fires, earthquakes, floods, storms, explosions or other natural disasters). This shall also apply if force majeure
occurs during an undue delay in delivery and if a supplier of us is affected by force majeure;
necessary approvals or documentation from third parties which are to be provided by the customer are not presented in time;
•
the necessary specifications are not made known by the customer in time.
•
4.5
Deliveries and services may be made in instalments insofar as the customer can be reasonably expected to accept this. In such a case
we are also entitled to invoice such instalments separately.
4.6
In case the delivery is delayed at customer’s request or due to circumstances for which the customer is responsible, we are upon
demonstration of readiness to ship entitled to charge the customer the costs resulting from storage but not less than 0.5 % of the
invoice amount for each week commenced, but in maximum 10 % of the invoice amount. Both parties may prove that greater, lower
or no storage costs have resulted. The statutory rights to withdraw from the contract and to claim damages remain unaffected
thereby.
4.7
The customer is responsible for the application, provision and maintenance of all permits, approvals, admissions, licenses and
releases which are required for the installation, acceptance and use of the Deliveries.

§ 5
Delivery Terms – Transfer of Risk – Incoterms– Transportation insurance
5.1
Unless otherwise expressly agreed upon, the Delivery will take place “ex works” (Incoterms in the currently valid version, currently
Incoterms 2020) regarding that place indicated in our offer or in our acceptance or if in our offer or our acceptance no place is
indicated “ex works” Köngen, Germany.
5.2
Unless otherwise expressly agreed upon, the risk of accidental destruction or accidental deterioration of the objects of Delivery
passes on to the customer as soon as the objects of Delivery have been handed over to the person executing the transport, at the
latest when the objects of Delivery leave our distribution centre. This also applies if we have taken over the Delivery. If shipment is
delayed for reasons the customer is responsible for, the risk of accidental destruction or accidental deterioration of the objects of
Delivery shall pass on to the customer when they are ready for delivery and the Customer was informed upon.
5.3
If internationally customary shipping and risk bearing clauses are used in the contract, these are to be interpreted according to the
international Rules for Interpretation of Trade Terms (Incoterms in the currently valid version, currently Incoterms 2020).
5.4
We will provide transport insurance only upon agreement and at the expense of the customer.
§ 6
Right of Use
6.1
Unless otherwise expressly agreed upon, we remain the sole and exclusive owner of all intellectual and industrial property rights to
the Deliveries and all documents, software, hardware, know-how and other documentation and items provided in connection with
the Deliveries. The customer is not allowed to reverse engineer, decompile, or reproduce the Deliveries or parts thereof.
6.2
To the extent the Deliveries contain software, we grant to the customer a non-exclusive right to use the software provided together
with the Deliveries in unchanged format as provided in form of the object code for the sole purpose of operation and standard
maintenance of the Deliveries for the contractually agreed purpose. The customer is not entitled to make copies except of copies
which can be made based on compulsory law. A transfer of the rights to use the software is only allowed together with a transfer of
the ownership of the Deliveries to a third party.
§ 7
Obligations in case of Resale
In case of a resale of the objects of Delivery the customer is obliged to observe the regulations of the AWG, Außenwirtschaftsgesetz
(AWG, German Foreign Trade Act), the German Außenwirtschaftsverordnung (AWV, German Foreign Trade Regulations), (c) the EU-
Dual-Use-Directive (Directive (EU) Nr. 428/2009) and of (d) the US Export Administration Regulations (EAR) – in their current valid
version – and to obligate your customers accordingly. The customer shall reimburse us for all damages and costs which result of the
non-compliance of the regulations of this § 7 and shall indemnify us from any third-party claims raised against us in connection
therewith.
§ 8
Force Majeure – Withdrawal –Reservation in case of Non-Delivery
8.1
If it is impossible for us to provide the Delivery within an appropriate period of time due to force majeure (cf. § 4.4, 1. bullet), both
parties are entitled to withdraw in full or in part from the contract. The same applies to subsequent impossibility of performance of
contract which we are not responsible for. No damages may be claimed for such a withdrawal. If one party intends to withdraw from
the contract due to the aforementioned reasons it must inform the other party without delay.
8.2
We are released from our delivery obligation if we ourselves are not supplied in time with the correct goods needed to fulfil the
contract without any fault on our part.
§ 9
Title Retention
9.1
We reserve title to all the objects of Delivery until complete payment of all claims to us which result from the business connection
with the customer.
9.2
During the title retention the customer shall handle the Deliveries with care. In particular, it shall insure them sufficiently at their
replacement value against damage by fire, water and theft at its own expense. Should maintenance and inspection work be
necessary, the Buyer shall carry this out in due time at its own expense.
9.3
If the customer is in breach of its obligations under the contract, in particular in the event of delay with payment, we are entitled to
withdraw from the contract and to demand return of the Deliveries based on the title retention. The return respectively the demand
of the return of the Deliveries shall also be deemed as declaration of cancellation of the contract [Erklärung des Rücktritts]. After
return of the Deliveries, we are entitled to exploit them. The proceeds of the exploitation shall be credited against the debts of the
customer (minus reasonable costs incurred due to the exploitation).
9.4
Processing or transformation of the Deliveries by the customer shall always be deemed effected on our behalf. If the Deliveries are
processed with other goods not owned by us, we shall acquire co-ownership of the new product in the proportion of the value of
the Deliveries (total invoiced amount including VAT) to the other processed goods at the time of processing. For the rest, the product
created through processing shall be subject to the same provisions as apply to Deliveries with reservation of title.
9.5
If the Deliveries are inseparably mixed with other goods which are not our property, we shall acquire a share of property in the new
product in the same proportion as the value of Deliveries (total invoiced amount including VAT) has to the value of the other mixed
products at the time of mixing. Should the mixture be effected in such a manner that the customer’s goods are to be regarded as
the main goods, it shall be deemed agreed that the customer shall assign co-ownership to us on a pro rata basis. The goods thus
created in which we hold sole or joint property shall be held by the customer in safekeeping on our behalf.
9.6
To secure our claims against the customer, the customer also assigns to us the claims of the customer against third parties resulting
from a connection of the Deliveries with a land property.
10.6
Customers, which are resellers, are until further notice entitled to resell the Deliveries in the ordinary course of business; we are
entitled to revoke this right of resale if the Customer is in delay of payment or if there are indications for deterioration of property
or other facts after conclusion of contract are given that corroborate the belief that our claim is endangered due to a lack of
performance by the customer. For goods in which we have (joint) title, the customer hereby assigns to us by way of security all claims
arising from resale of the objects of Delivery to third parties or from any other cause in law in the sum of the invoice value of the
object of Delivery. On demand the customer is obliged to provide us with written declarations of assignment. The customer is
revocable authorized to collect the assigned claims against the third party in the course of ordinary business in his name. This
collection authorization may be revoked by the same reasons as the right of resale. However, we undertake not to collect the claim
as long as the customer meets its obligations to pay from the proceeds received, does not default on payment and, in particular, no
petition to institute insolvency proceedings has been filed and the customer has not ceased to make payments. Should this be the
case, however, we can require the customer to disclose the assigned claims and the names of the debtors to us, to provide all the
information needed for collection, to hand over the pertinent records, and to inform the debtors (third parties) of the assignment.
9.8
In the event of attachments, seizures or other disposals or interventions on the part of third parties, the customer shall notify us
immediately so as to permit us to take legal action pursuant to Article 771 ZPO (German Code of Civil Procedure). Insofar as the third

b) per calendar year: in maximum damages in the amount of the net turnover you have purchased products from us in the preceding
calendar year. In the first contract year in maximum damages in the amount of the net turnover you have purchased products from
us until the occurrence of the event of damage.
12.5
In any case foreseeable damages typical for the contract in the meaning of § 12.2 are not any indirect damages (e.g. recovery for
loss of profit, damages resulting from interruption of business).
12.6
Irrespective of §§ 12.3, 12.4 and 12.5 before shall the amount of damages to be paid by us to the customer be determined by having,
adequately in favour of us, due regard to our economic situation, nature, scope, and duration of the business relationship, possible
causative or responsible contributions by you according to § 254 BGB and a particularly disadvantageous situation of installation of
the part supplied. Especially damages, cost and expenditures which shall be paid by us to you have to be in an appropriate
relationship to the value of the products being delivered.
12.7
All limitations of liability shall apply to the same extent to persons, whose negligence is attributable to us according to the law, as
well as regarding the personal liability of our employees, staff, colleagues, and representatives.
12.8
A change in the burden of proof to your disadvantage is not associated with the provisions in this § 12.
§ 13
Place of Fulfilment – Place of Jurisdiction – Applicable Law
13.1
Place of fulfilment for all duties resulting from the contractual relationship is 73257 Köngen, Germany.
13.2
For legal actions falling within the jurisdiction as regards the subject matter of the Amtsgerichte (local courts) place of jurisdiction
shall be the Amtsgericht Nürtigen, Germany and place of jurisdiction for legal actions falling within the jurisdiction as regards the
subject matter of the Landgerichte (regional courts) shall be the Landgericht Stuttgart, Germany. We are also entitled to start a legal
action at customers’ domicile.
13.3
German law shall apply exclusively without giving effect to its conflict of laws principles and the Convention of April 11, 1980 on
Contracts for the International Sale of Goods (CISG).